FILED
2017 Nov-08 AM 10:53
U.S. DISTRICT COURT
N.D. OF ALABAMA
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ALABAMA
MIDDLE DIVISION
ALABAMA TEACHERS CREDIT
UNION,
Plaintiff,
v.
DESIGN BUILD CONCEPTS, INC, et
al.,
Defendants.
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CASE NO.:
4:16-cv-2027-KOB
MEMORANDUM OPINION AND ORDER
Before the court is Plaintiff Alabama Teachers Credit Union=s Motion for
Reconsideration. (Doc. 96). On October 18, 2017, this court granted Cross-claim Defendant
Design Build Concepts, Inc.=s motion to dismiss, finding all claims against it untimely. (Doc. 90).
ATCU now argues the court incorrectly applied Georgia law to reach that conclusion.
ATCU first argues the court wrongfully relied on O.C.G.A. ' 14-2-1407(d) to dismiss
ATCU=s claims against DBC and its shareholders arising from actions that occurred before DBC
dissolved. ATCU also argues that Hall v. Kimsey, 173 S.E. 437 (Ga. Ct. App. 1934) prevents the
five-year statute of limitations in ' 14-2-1407(d) from barring its claims against DBC that arose
after DBC dissolved. For the reasons outlined below, the court DENIES the motion to reconsider
its findings.
I.
STANDARD OF REVIEW
“[R]econsideration of an order is an extraordinary remedy and is employed sparingly.”
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Rueter v. Merrill Lynch, Pierce, Fenner & Smith, Inc., 440 F. Supp. 2d 1256, 1267–8 (N.D.Ala.
2006). Motions for reconsideration should not be a “‘knee-jerk reaction to an adverse ruling.’”
Id. (quoting Summit Medical Center of Alabama, Inc. v. Riley, 284 F. Supp. 2d 1350, 1355 (M.
D. Ala. 2003)). Neither should they be “a platform to relitigate arguments previously considered
and rejected.” Reuter, 440 F. Supp. 2d at 1268 n. 9. Rather, they should be “only available when
a party presents the court with evidence of an intervening change in controlling law, the
availability of new evidence, or the need to correct clear error or manifest injustice.” Summit
Medical Center, 294 F. Supp. 2d at 1355.
II. DISCUSSION
DBC argued in its motion to dismiss that “all claims against DBC . . . are barred because
. . . DBC was dissolved in accordance with Georgia law in February 2010,” and “any such claims
are barred no later than five years after the date of the required publication of the corporation’s
Notice of Intent to Dissolve.” (Doc. 58 at 2–3). This court determined that DBC dissolved in
February 2010, agreed with DBC’s interpretation of the Georgia statute, and found all claims
against DBC were untimely.
ATCU now argues that even if the court interprets ' 14-2-1407(d) to bar ATCU=s claims
against DBC, it only applies to those claims arising after its dissolution, not claims arising from
DBC=s conduct before dissolution. While ATCU’s understanding of subsection (d) is correct, '
14-2-1407(c) places an even shorter statute of limitations on claims arising out of conduct
occurring before the dissolution. Instead of a five-year period, subsection (c) bars Aall claims@
against a dissolved corporation that has filed a notice of intent to dissolve and publishes a
newspaper notice containing that information Aunless the claimant commences a proceeding to
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enforce the claim . . . within two years after the publication date.@ DBC’s motion to dismiss
focused on ' 14-2-1407(d) because it provides ATCU with the largest window of opportunity to
file any possible claims against DBC. Logically, if ATCU=s claims were untimely under
subsection (d)’s five-year statute of limitations, they certainly would not be timely under
subsection (c)’s two-year statute of limitations.
DBC correctly argued that ' 14-2-1407 bars all ATCU=s claims against it. Subsection (c)
bars all claims arising out of events occurring before DBC dissolved that were not filed within
two years of its dissolution; subsection (d) bars all claims arising out of events occurring after its
dissolution that were not filed within five years of its dissolution. As explained in the court’s
previous order, the claimants in this action filed all their claims against DBC more than five
years after DBC dissolved. Therefore, all their claims are untimely regardless of which statutory
time period applies.
ATCU’s second argument requires little attention because the court thoroughly addressed
it in its previous order. The court accepted the proposition that Hall v. Kimsey creates a cause of
action against “de facto” corporations, but rejected the theory that ' 14-2-1407(d) does not apply
to such claims. See (doc. 90). ATCU has not provided any new authority or argument to persuade
the court to adopt any interpretation other than that resulting from a plain reading of the statute.
Therefore, the court sees no need to explain its rationale a second time here.
III.
CONCLUSION
Section 14-2-1407 bars all claims against DBC in this matter, regardless of whether they
arise from acts or omissions occurring before or after DBC’s dissolution. ATCU has not
provided any reason for this court to reconsider its order dismissing DBC. Therefore, ATCU’s
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motion is DENIED.
DONE and ORDERED this 8th day of November, 2017.
____________________________________
KARON OWEN BOWDRE
CHIEF UNITED STATES DISTRICT JUDGE
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